The Equity Pledge Agreement is a crucial security document used in Indonesian financing transactions where shares in an Indonesian company are provided as collateral. This document is commonly utilized in corporate lending, acquisition financing, and project finance transactions where lenders require security over company shares. The agreement must comply with Indonesian Civil Code requirements and specific regulations from the Financial Services Authority (OJK), including mandatory provisions regarding pledge creation, perfection, and enforcement. The document includes detailed mechanisms for pledge enforcement, voting rights arrangements, and dividend treatments, while ensuring compliance with Indonesian corporate law requirements regarding share transfers and encumbrances. It's particularly important in cross-border transactions where foreign lenders require security over shares in Indonesian companies.
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1. Parties: Identification of the Pledgor(s) and Pledgee(s) with complete legal names and addresses
2. Background: Context of the pledge arrangement, including reference to any underlying obligations or facilities being secured
3. Definitions: Definitions of key terms used throughout the agreement, including 'Pledged Shares', 'Secured Obligations', and 'Event of Default'
4. Pledge: Core provisions establishing the pledge, including description of pledged shares and secured obligations
5. Representations and Warranties: Pledgor's declarations regarding ownership, authority to pledge, and absence of encumbrances
6. Covenants: Ongoing obligations of the Pledgor regarding the pledged shares, including maintenance of ownership and restrictions on disposal
7. Rights and Obligations of the Pledgee: Pledgee's powers and responsibilities regarding the pledged shares
8. Events of Default: Circumstances constituting default and triggering enforcement rights
9. Enforcement: Procedures and rights for enforcing the pledge upon default, including sale mechanisms compliant with Indonesian law
10. Registration and Perfection: Requirements for registering and perfecting the pledge under Indonesian law
11. Notices: Process and requirements for delivering formal notices between parties
12. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and choice of forum for disputes
13. Miscellaneous: Standard boilerplate provisions including amendments, severability, and entire agreement
1. Voting Rights: Specific arrangements for exercise of voting rights attached to pledged shares - include when voting rights are to be transferred or specially regulated
2. Dividend Rights: Treatment of dividends and other distributions - include when specific arrangements for handling dividends are needed
3. Power of Attorney: Specific powers granted to Pledgee - include when automatic rights transfer is desired upon certain triggers
4. Further Assurance: Additional obligations to perfect or maintain the pledge - include for complex transactions or where regulatory approvals may be needed
5. Tax Provisions: Allocation of tax obligations - include when significant tax implications are anticipated
6. Multiple Pledgors: Joint and several liability provisions - include when there are multiple parties pledging shares
7. Security Agent Provisions: Include when pledge is for benefit of multiple beneficiaries through a security agent structure
1. Details of Pledged Shares: Schedule listing specific details of pledged shares including share certificates numbers, class of shares, and percentage of ownership
2. Form of Registration Statement: Template for share pledge registration with relevant Indonesian authorities
3. Form of Power of Attorney: Standard form for power of attorney for voting rights or enforcement actions
4. Corporate Documents: Copies of relevant corporate approvals and documents of Pledgor
5. Specimen Signatures: Authenticated signatures of authorized signatories
6. Form of Notice of Pledge: Template for notifying the company whose shares are being pledged
7. Enforcement Procedures: Detailed procedures for enforcement compliant with Indonesian law requirements
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